(a) Subject to the limitations on public benefit corporations in § 48-61-122, through a membership exchange:

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Terms Used In Tennessee Code 48-61-103

  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • domestic nonprofit corporation: means a corporation incorporated under the laws of this state and subject to the Tennessee Nonprofit Corporation Act, compiled in chapters 51-68 of this title. See Tennessee Code 48-11-201
  • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign business corporation. See Tennessee Code 48-61-101
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the laws of this state. See Tennessee Code 48-11-201
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-61-101
  • Membership: means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-61-101
  • Organic document: means a public organic document or a private organic document. See Tennessee Code 48-11-201
  • Organic law: means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. See Tennessee Code 48-11-201
  • Property: includes both personal and real property. See Tennessee Code 1-3-105
  • Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. See Tennessee Code 48-202-101
(1) A domestic nonprofit corporation may acquire all of the memberships of one (1) or more classes or series of memberships of another domestic or foreign nonprofit corporation or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities, or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange; or
(2) All of the memberships of one (1) or more classes or series of memberships of a domestic nonprofit corporation may be acquired by another domestic or foreign nonprofit corporation or other entity, in exchange for memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing, pursuant to a plan of membership exchange.
(b) A foreign nonprofit corporation or eligible entity may be a party to a membership exchange only if the membership exchange is permitted by the organic law under which the corporation or other entity is organized or by which it is governed. If the organic law of a domestic other entity does not prohibit a membership exchange with a domestic nonprofit corporation but does not provide procedures for the approval of a membership exchange, a plan of membership exchange may be adopted and approved and the membership exchange effectuated in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a membership exchange or an exchange of interests similar to a membership exchange or a merger, a plan of membership exchange may be adopted and approved and the membership exchange effectuated in accordance with the procedures in this chapter. For the purposes of applying this chapter:

(1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic nonprofit corporation, members, memberships, charter and bylaws, respectively and vice versa, as the context may require; and
(2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.
(c) The plan of membership exchange must be in the form of an organic document and set forth:

(1) The name of each corporation or other entity whose memberships or interests will be acquired and the name of the acquiring corporation or other entity;
(2) The terms and conditions of the membership exchange;
(3) The manner and basis of exchanging memberships of each corporation or interests in another entity whose memberships or interests will be acquired under the membership exchange into memberships, other securities, interests, obligations, rights to acquire memberships, other securities or interests, cash, other property, or any combination of the foregoing; and
(4) Any other provisions required by the organic law under which any party to the membership exchange is organized or by which it is governed, or by the charter or organic document of any such party.
(d) The plan of membership exchange may set forth other provisions relating to the membership exchange.
(e) This section does not limit the power of a domestic nonprofit corporation to acquire all or part of the memberships of one (1) or more classes or series of another corporation or interests of another entity through a voluntary exchange or otherwise.
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